USANA COO converts RSUs, withholds shares for taxes

USANA Health Sciences' Chief Operating Officer Walter Noot reported equity award activity involving restricted stock units and common stock.

Accepted by SEC EDGAR 03/03/2026 - 12:18 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

USANA Health Sciences' Chief Operating Officer Walter Noot reported equity award activity involving restricted stock units and common stock. On February 27, 2026, he exercised or converted 7,422 restricted stock units, each representing a right to receive one share of USANA common stock.

This conversion resulted in the acquisition of 7,422 shares of common stock at no exercise price, and a remaining balance of 75,130 restricted stock units held directly after the transaction. Following the stock acquisition, 3,144 common shares were disposed of at $21.52 per share to satisfy tax obligations by delivering shares.

After these transactions, Noot directly owned 9,256 shares of USANA common stock. Footnotes state that the restricted stock units vest 25% on the anniversary of February 27, 2025, linking these movements to the vesting schedule of prior equity awards.

Insider Trade Summary

7,422 shares exercised/converted

Exercise 3 txns

Insider Noot Walter

Role CHIEF OPERATING OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,422	$0.00	$0.00
Exercise	Common Stock	7,422	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,144	$21.52	$68K

Holdings After Transaction: Restricted Stock Units — 75,130 contracts (Direct); Common Stock — 9,256 shares (Direct)

Holdings Before and After: Restricted Stock Units, 82,552 to 75,130 contracts (Direct); Common Stock, 4,978 to 9,256 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of USNA common stock.
2. F2. Restricted Stock Units vest 25% on the Anniversary of February 27th, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did USNA COO Walter Noot report on this Form 4?

Walter Noot reported exercising 7,422 restricted stock units into common stock and a related tax-withholding share disposition of 3,144 shares. These movements reflect equity award vesting and associated tax settlement rather than an open-market stock purchase or sale.

How many USANA (USNA) shares did the COO acquire through equity awards?

The COO acquired 7,422 shares of USANA common stock through the exercise or conversion of restricted stock units at no exercise price. This conversion stems from previously granted RSUs, each representing a contingent right to receive one share of common stock upon vesting.

Why were 3,144 USANA shares disposed of in this Form 4 filing?

The 3,144 USANA common shares were disposed of to cover tax liabilities, using share delivery instead of cash. The transaction is coded as “F,” indicating payment of exercise price or tax obligations associated with the equity award conversion on February 27, 2026.

What is Walter Noot’s direct USANA share ownership after these transactions?

After the reported transactions, Walter Noot directly owns 9,256 shares of USANA common stock. He also holds 75,130 restricted stock units, which provide contingent rights to receive additional shares as they vest under the company’s established vesting schedule.

How do USANA restricted stock units (RSUs) held by the COO work?

Each USANA restricted stock unit held by the COO represents a contingent right to receive one share of common stock. The filing notes RSUs vest 25% on the anniversary of February 27, 2025, linking vesting events to share issuances over time.

Were the USANA (USNA) insider transactions open-market buys or sells?

The filing shows no open-market buys or sells. Instead, it reports an exercise or conversion of 7,422 restricted stock units into common stock and a coded “F” transaction, where 3,144 shares were withheld or delivered to satisfy tax obligations related to that award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Noot Walter

(Last) (First) (Middle)

3838 WEST PARKWAY BLVD

(Street)

SALT LAKE CITY UT 84120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USANA HEALTH SCIENCES INC [ USNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		M		7,422	A	(1)	12,400	D
Common Stock	02/27/2026		F		3,144	D	$21.52	9,256	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/27/2026		M			7,422	(2)	(2)	Common Stock	7,422	$0	75,130	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of USNA common stock.

2. Restricted Stock Units vest 25% on the Anniversary of February 27th, 2025.

Remarks:

	/s/ Joshua Foukas, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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